Your Directors present herewith the 74th Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2022.
The performance of the Company for the year is summarized below:
(Rs in Lakhs)
|Particulars ||2021-22 ||2020-21 |
|Gross Income ||13303.39 ||10859.50 |
|Profit/(loss) before Interest and Depreciation ||(17.16) ||(104.39) |
|Finance charges ||471.52 ||648.44 |
|Gross Profit/(loss) ||(488.68) ||(752.83) |
|Depreciation and Amortization expenses ||274.12 ||294.26 |
|Net Profit/(loss) before tax after exceptional item ||(564.32) ||(741.72) |
|Provision for tax ||232.36 ||56.69 |
|Net Profit/(loss) after tax ||(796.68) ||(798.41) |
|Other Comprehensive Income/(loss) ||0.21 ||5.31 |
|Total Comprehensive Income ||(796.47) ||(793.10) |
|Balance carried to Balance Sheet ||(7997.32) ||(7200.85) |
OPERATIONS AND PERFORMANCE
For the year under review your company achieved a gross income of Rs.13303.39 Lakhsand a loss after tax of Rs.796.68 Lakhs. EBITDA was negative at Rs.17.16 Lakhs (ascompared to Rs. 104.39 Lakhs negative in the previous financial year) due to Covidinterruptions increase in cost of input materials and losses from sale of apartments.Depreciation for the year was Rs.274.12 Lakhs.
The Company has put in several systems and review processes and has adopted betterplanning and execution strategies. The order book is also at healthy levels.
Your company has fully liquidated the left over flats of the property developmentprojects and resolved several old debtor issues. There has been good improvement inensuring timely collection from current projects and finance costs were kept undercontrol.
DIVIDEND AND GENERAL RESERVE
As the Company has incurred a loss no dividend is recommended for the financial year2021-22. Consequent to the same the Company has not transferred any amount to the generalreserve.
The Company's paid-up equity capital was Rs.3323.36 Lakhs as on 31st March2022. The Company's paid-up preference share capital as on 31st March 2022stood at Rs.2835.63 Lakhs. (PY Rs. 2835.63 Lakhs).
During the year the Company had sought the approval of the equity shareholders by wayof postal ballot on 12th December 2021 and the preference shareholders attheir Meeting held on 3rd December 2021 for reduction of the entire paid-uppreference share capital of the Company aggregating to Rs.283563000/- divided into2835630 number of 7% Cumulative Non-
Participating Redeemable Preference shares of Rs. 100/- each. The Company has filed anapplication with the Hon'ble National Company Law Tribunal Chennai Bench and the processfor effecting the reduction is in progress. Upon approval and giving effect to theproposal the company's net worth is expected to turn positive.
DETAILS OF DEPOSITS
The Company has not accepted any Deposits covered under Section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS / GUARANTEES GIVEN / INVESTMENTS MADE
The Company has not extended any loans guarantees nor made any investments coveredunder the provisions of Section 186 of the Companies Act 2013.
With an insight to integrate risk management with the overall strategic and operationalpractices the Board of Directors have established a robust review and monitoring processwith the management to ensure that the risks pertaining to the business are identifiedsteps are taken to manage and mitigate the same and periodical updates are discussed. TheBoard of Directors ensure periodical discussion with the management team to enable properrisk oversight by the Board. The Board had constituted a Risk Management Committeedetails of the same and its terms of reference are set out in the Corporate GovernanceReport forming part of the Board's Report.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In addition to the Internal Controls on Operations the Board has laid down standardsprocesses and structures to implement Internal Financial Controls to ensure that thefinancial affairs of the Company are carried out with due diligence. The effectiveness ofthe Internal Financial Controls is ensured by management reviews continuous monitoringand self-assessment and review of all financial transactions and operating systems by theinternal auditors. The Company has also in place adequate Internal Financial Controlswith reference
to Financial Statements. During the year such controls were tested and no reportablematerial weaknesses or inefficacy or inadequacy in the design or operation were observed.
BOARD OF DIRECTORS
Mr. A Sridhar (DIN: 07913908) was appointed as an Additional Director of the Companybased on the recommendation of the Nomination and Remuneration Committee with effect from01st May 2021 pursuant to the provisions of Section 161(1) of the Act and theArticles of Association of the Company. His appointment as a Director of the Companyliable to retire by rotation was approved by the Shareholders at the 73rdAnnual General Meeting of the Company held on 9th August 2021.
The Board based on the recommendation of the Nomination and Remuneration Committeeconsidered the re-designation of Ms. G Jalaja (DIN: 00149278) Non Executive NonIndependent Director of the Company as an Independent Director of the Company w.e.f 22ndApril 2021. Her re-designation was approved by the shareholders for a term of fiveconsecutive years w.e.f. 22nd April 2021 at the 73rd Annual GeneralMeeting held on 9th August 2021.
Mr. M A M Arunachalam (DIN: 00202958) resigned on the closing of business hours on 9thAugust 2021 owing to his other professional commitments. The Board places on record itsappreciation for his guidance and contribution during his tenure of office as a Directorof the company.
Mr. S Shamsuddin (DIN: 07954397) was appointed as an Additional Director of theCompany based on the recommendation of the Nomination and Remuneration Committee witheffect from 26th October 2021 pursuant to the provisions of Section 161(1) ofthe Act and the Articles of Association of the Company. His appointment as a Non ExecutiveDirector of the Company liable to retire by rotation was approved by the Shareholdersvide Postal Ballot on 12th December 2021.
Mr. A Sridhar Director (DIN:07913908) retires by rotation pursuant to Section 152(6)of the Companies Act 2013 and Article 17.26 of the Articles of Association of the Companyat the forth coming Annual General Meeting and being eligible offers himself forre-appointment. In terms of Secretarial Standards on General Meetings (SS-2) thenecessary resolution for the re-appointment of Mr. A Sridhar as a Director of the Companyis included in the Notice sent along with the annual report.
KEY MANAGERIAL PERSONNEL
Mr. N Velappan was appointed by the shareholders as Manager of the Company and as a KeyManagerial Personnel at the 73rd Annual General Meeting of the Company held on9th August 2021. As his term concluded at the closure of business hours on 31stMarch 2022 based on the recommendation of the Nomination and RemunerationCommittee the Board at its meeting held on 13th May 2022 has considered hisre-appointment as the Manager of the Company with effect from 13th May 2022 to31st May 2023. The necessary resolutions along with the explanatory statementfor the re-appointment of Mr. N Velappan have been included in the notice sent along withthe annual report.
Mr. R Selvakumar is the Chief Financial Officer and Ms. C Parvathi Nagaraj is theCompany Secretary of the Company.
EVALUATION OF BOARD'S PERFORMANCE
As per the provisions of Section 134(3)(p) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of its Audit Committee Nomination and RemunerationCommittee Risk Management Committee and Stakeholders Relationship Committee. The mannerin which the evaluation has been carried out is explained in the Corporate GovernanceReport.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On their appointment Independent Directors are familiarized about the Company'sbusiness and operations. Interactions with senior executives are facilitated to gatherinsight specific to the Company's operations. Detailed presentations are made to appriseabout Company's history current business plan and strategies. As part of thefamiliarization programme a handbook is provided to all Directors including IndependentDirectors at the time of their appointment. The handbook provides a snapshot to theDirectors of their duties and responsibilities rights process of appointment andevaluation compensation Board and Committee procedures and expectation of variousstakeholders.
The details of familiarization programmes as above are also disclosed on the website ofthe Company at the link: http://www.coromandelengg.com/ index.html
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 (Act) stating that the IndependentDirectors of the Company meet with the criteria of Independence laid down in Section149(6) of the Act under Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 under Regulation 25(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) and stating that they haveregistered themselves in the data bank maintained by the Indian Institute of CorporateAffairs and the Independent Directors have passed/ are exempted from passing the OnlineProficiency SelfAssessment Test as applicable.
In the opinion of the Board the Independent Directors fulfil the conditions specifiedin the Act and the rules made there under and the Listing Regulations for appointment asan Independent Director and confirm that they are independent of the management and allthe Directors appointed/ re-appointed during the year are persons with integrityexpertise and possess relevant experience in their respective fields. Pursuant to theprovisions of Schedule IV of the Companies Act 2013 and Regulation 25 of the ListingRegulations the Independent Directors of the company had a separate meeting during thefinancial year without the attendance of non-independent Directors and members ofmanagement.
Pursuant to Section 178(3) of the Companies Act 2013 the Board based on therecommendations of the Nomination and Remuneration Committee framed a policy for selectionand appointment of Directors Senior Management and other employees and theirremuneration. The details of the Remuneration Policy is stated in the Corporate GovernanceReport.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March 2022 the Board had met Five (5)times; the details of the said meetings are given in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors' make the following Statements in terms ofSection 134(3)(c) of the Companies Act 2013:
(a) in the preparation of the annual financial statements for the financial year ended31st March 2022 the applicable accounting standards have been followed and nomaterial departures have been made from the same;
(b) the accounting policies as mentioned in Note No. 3 of the Financial Statements havebeen selected and applied consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2022 and of the loss of the company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts for the year ended 31st March 2022 have beenprepared on a going concern basis;
(e) the internal financial controls to be followed by the company have been laid downand that such internal financial controls are adequate and operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS
During the financial year under review all transactions entered into by the Companywith related parties were in ordinary course of business and on an arm's length basis andwere not considered material as per the provisions of Section 188 of the Act read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the SEBIListing Regulations. The form AOC-2 under Section 134(3)(h) of the Act read with the Rule8 of the Companies (Accounts of Companies) Rules 2014 is enclosed as Annexure -I. Astatement on Related Party Transactions (RPTs) specifying the details of the transactionspursuant to each omnibus approval granted is placed on a quarterly basis for review bythe Audit Committee. Further transactions proposed in subsequent quarter are alsopresented. The details of contracts and arrangements with related parties of the Companyfor the financial year under review are given in notes to the Financial Statements whichforms part of this Annual Report. The Policy on Related Party Transactions as approved bythe Board is available on the Company's website athttp://www.coromandelengg.com/Inv_Policies. html
Audit Committee constituted by the Board pursuant to Section 177 of the Companies Act2013 consists of the following members:
Mr. P Nagarajan - Chairman
Mr. M A M Arunachalam* - Member
Mr. N V Ravi - Member
Ms. G Jalaja** - Member
*Ceased to be a Director with effect from 9th August 2021
**Appointed as a Member on 18th May 2021
During the year five Audit Committee meetings were held the details of which aregiven in the Corporate Governance Report.
The Board has accepted the recommendations of the Audit Committee and there were noincidences of deviation from such recommendations during the financial year under review.
The Company has devised a vigil mechanism in pursuance of the provisions of Section 177(10) of the Companies Act 2013 for Directors and employees to report genuine concerns orgrievances to the Audit Committee in this regard and details whereof are available on theCompany's website.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act 2013 the Board has constituted aNomination and Remuneration Committee consisting of the following members:
Mr. N V Ravi - Chairman
Mr. M M Venkatachalam - Member
Mr. P Nagarajan - Member
The said committee has been empowered and authorized to exercise powers as entrustedunder the provisions of Section 178 of the Companies Act 2013. The Company had laid outthe policy on appointment of Directors and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub section 3 of Section 178 of the Companies Act 2013.
During the year two meetings of the Nomination and Remuneration Committee were heldthe details of which are given in the Corporate Governance Report.
Policy on Criteria for Board Nomination and Remuneration policy is available on thewebsite of the Company at http://www.coromandelengg. com/Inv_Policies.html
CORPORATE SOCIAL RESPONSIBILITY
In view of the losses incurred by the Company during the three previous financial yearsand average of three years' net profit being negative the requirement on spending orconstitution of the Corporate Social Responsibility Committee under the Corporate SocialResponsibility Policy as per Section 135 of the Companies Act 2013 is not applicable tothe Company.
The members of the company at the 69th Annual General Meeting held on 26thJuly 2017 appointed M/s. CNGSN & Associates LLP Chartered Accountants (FR No.004915S/S200036) Chennai as Statutory Auditors of the Company to hold office until theconclusion of the ensuing Annual General Meeting and they are eligible for re-appointmentfor a second term of five consecutive years in terms of the provisions of Section 139(2)of the Companies Act 2013.
Based on the recommendation of the Audit Committee the Board of Directors at theirmeeting held on 13th May 2022 have approved the reappointment of CNGSN &Associates LLP Chartered Accountants (Regn. No. 004915S/S200036) as the StatutoryAuditors of the Company subject to the approval of the Shareholders to hold office for asecond term from the conclusion of this 74th Annual General Meeting until theconclusion of 79th Annual General Meeting to be held in the calendar year 2027at a remuneration of Rs. 425000/- (Rupees Four Lakhs Twenty Five Thousand only) for theFinancial Year 2022-23 and that the Board of Directors based on the recommendation of theAudit Committee be authorized to fix the remuneration payable to the Statutory Auditorsfor the subsequent Financial years.
M/s. CNGSN & Associates LLP Chartered Accountants (Regn. No. 004915S/S200036) haveconfirmed their eligibility under Section 141 of the Act and the Rules made thereunder fortheir re-appointment as Statutory Auditors. Further as required under Regulation 33 of theListing Regulations they have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by M/s. CNGSN & Associates LLP Chartered Accountants on theFinancial Statements of the Company for the financial year ended 31st March2022 is provided in the Finance Section of the Annual Report. There are no qualificationsreservations adverse remarks or disclaimers given by the Auditors in their report.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 and amendments thereof the Company is required to maintaincost accounting records in respect of products of the Company covered under CETAcategories and appoint a cost auditor to conduct the cost audit of the cost records of theCompany.
The Board based on the recommendation of the Audit Committee had appointed Mr. N.V.Thanigaimani Cost Accountant (Membership No.15557) of M/s. Thanigaimani & AssociatesCost Accountants as the Cost Auditor of the Company for the Financial Year 2021-22 on aremuneration of Rs. 75000/-. Further the Board has re-appointed Mr. N V Thanigaimani toconduct the audit of the cost records of the Company for the Financial Year 202223 at thesame remuneration. The remuneration payable to the cost auditor is required to be placedbefore the Members in a General Meeting for their ratification. Accordingly a resolutionseeking ratification for the remuneration payable to the Cost Auditor for the FinancialYear 2022-23 is included in the Notice convening the Annual General Meeting.
Pursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s.Srinidhi Sridharan & Associates Company Secretaries Chennai to undertake theSecretarial Audit of the Company for the Financial Year 2021-22. The Secretarial AuditReport is annexed here with as Annexure - III. There are no qualifications reservationsadverse remarks or disclaimers given by the Secretarial Auditors in their report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report highlighting the business details isattached and forms part of this report as Annexure - IV.
CORPORATE GOVERNANCE REPORT
The Company is committed to good corporate governance practices. All materialinformation were circulated to the Directors before their meeting or placed at theirmeeting including minimum information required to be made available to the Board asprescribed under Part A of Schedule II of Sub - Regulation 7 of Regulation 17 of theListing Regulations.
In terms of Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a report on CorporateGovernance along with a Certificate from a Practicing Company Secretary confirming thecompliance with the conditions of Corporate Governance as stipulated under Part E ofSchedule V of Sub-Regulation 34(3) of the Listing Regulations is attached to this reportas Annexure - V and Annexure - X respectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a prevention of Sexual Harassment and Grievance HandlingPolicy in line with the requirements of The Sexual Harassment of Women at the work place(Prevention Prohibition & Redressal) Act2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary andtrainees) are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed ofduring the year 2021-22:
No. of complaints received - Nil
No. of complaints disposed of - Not Applicable
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Company does not have any commercial activity that calls for conservation of energyand/ or technology absorption attracting disclosure in pursuance of Rule 8(3) of theCompanies (Accounts) Rules 2014. During the year the Company did not have any foreignexchange earnings and outgo.
The details forming part of the annual return in the prescribed form MGT-7 as perSection 92(3) of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 is available at the website of Company:http://www.coromandelengg.com/Inv_ AnnualReports.html
The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and Secretarial Standard on General Meetings (SS-2).
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each Director to the median of employees' remuneration asper Section 197(12) of the Companies Act 2013 and information relating to employees to bedisclosed under Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is annexed to and forms part of this report as Annexure - II.
LISTING OF SECURITIES IN STOCK EXCHANGES
The Company's Equity Shares are presently listed on BSE Limited.
The Company has not issued equity shares with differential voting rights or sweatequity shares.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business during the financial year underreview.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes or commitments affecting the financial position betweenthe end of the Financial Year and the date of the report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has not received any significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
Your Company has been certified under ISO 9001 : 2015 for quality management system andISO 45001 : 2018 for safety management system in design and establishment of propertydevelopment construction of residential commercial and industrial projects supportingservices like electrical mechanical and plumbing works.
Your Directors place on record their appreciation for the continued co-operationsupport and assistance extended to the Company by its Bankers Shareholders theGovernment of India and the Government of Tamil Nadu.
| ||On behalf of the Board |
|Place: Chennai ||M.M.VENKATACHALAM |
|Date: 13th May 2022 ||DIN:00152619 |
| ||Chairman |